Why Should Passive Investors Not Focus On Fees Syndicators Charge

Why Should Passive Investors Not Focus On Fees Syndicators Charge

Multifamily investor · Boston, MA · Member since 2017 · 281 posts · 521 votes

Let’s start from the beginning. It’s a simple fact that most passive investors don’t have the time to put real estate deals together. The work involved in finding the right deal, negotiating the price and doing all the due diligence that goes into formalizing the deal can turn into a full-time job. Many passive investors often don’t have enough experience either. That’s why the best way they can make money by investing in real estate is through syndication.

Syndication has a sponsor or general partner who not only has the experience and real estate knowledge to put a deal together, they often have access to attractive investment opportunities. The sponsor analyzes deals, determines the best investment property, brings investors together and manages the asset once it’s acquired.

How Syndicators Earn Money

In exchange for their months of hard work, sponsors earn fees that include an acquisitions fee, an asset management fee, financing fee and a disposition fee (for managing the sales process when the property sells).

Some passive investors focus on the fees that sponsors earn as well as the equity split between the sponsor and the investors that is part of the deal. These equity splits are often defined as 70%-30% (which means that 70% of the property’s income goes to passive investors and 30% to the sponsor). Regardless of the percentage that’s agreed upon, the bulk of the money goes to the passive investors, or limited partners, while the smaller percentage goes to the sponsor. The reason: Passive investors put up the bulk of the money, so they are compensated appropriately.

Mistaken Emphasis On What Syndicators Charge

The reason some passive investors put too much emphasis on fees and equity splits is that they want to feel they’re participating in a deal that’s extremely favorable to them — and mistakenly assuming that lower fees and equity splits will contribute to the bottom line and increase their overall return. But it just doesn’t always work that way.

If passive investors are working with an experienced sponsor who has a successful track record and they are participating in a strong deal, then they will get the projected returns regardless of the fees or splits. After all, if you invest in a bad or even average deal, the fact that the fees were low or that the equity split was very competitive doesn’t mean you’ll get a higher return on your money. The quality of the deal and the sponsor is what matters — tot their fees.

Inexperienced sponsors often tend to offer lower fees and more favorable equity splits to begin building a track record. Unfortunately, if they don't perform, investors won't receive their projected returns. It's far better to have a 15% internal rate of return (IRR) with a 70%-30% split than a 9% IRR with a 95%-5% split.

I recently spoke to an investor who invested $100,000 in a deal that offered very low fees along with an 88%-12% equity split. An 88%-12% split is quite generous. Sadly, however, at the end of one year, he received one check for only $200. That’s a terrible return on his investment. He would have been far better off to work with an experienced syndicator who would have offered him a 70%-30% equity split.

Even more so, if the sponsor is not being compensated well, they might not be committed to the deal, meaning that their incentive to invest their time and effort in a deal they are not making money on could be compromised. Not all sponsors are like that, and some (and rightly so) will still be incentivized in the deal because they want to maintain their reputation — but if they are not well compensated, do you want to take the chance and bet that they still would be incentivized?

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Investor · Round Rock, TX · Member since 2010 · 8k+ posts · 4k+ votes
6y

In general I agree with this post.  Sponsors need to get paid for their time and LPs should want for them to feel financially stable so that they're not doing moonlighting gigs to make ends meet while they're gambling with their money.  The key is that syndications are a conflict of interest business and the manager can "hire" he or she personally to perform work that they'd normally pay a third party to do.  The issue arises if they're paying themselves in excess of what a third party would charge or if they're competent to do the job that they're getting paid to do.  Sponsors may be great at sponsoring a deal and terrible at doing maintenance, brokering, or any other function.   

I personally don't like high fee structures in deals because it creates misalignment with LPs.  Sponsors should get paid AFTER they deliver sufficient risk-adjusted value to LPs net of perceived risk; not before.  Anything paid before should be to compensate at market rates for time delivered to the project or for services rendered for value centers the project needs.  Anything above market rates creates misalignment with LPs and should be heavily scrutinized by LPs.  

It's harder to do with a waterfall structure, but doing a certain split up to X% IRR and another split that is more favorable up to a Y% IRR in theory creates the most alignment. Sponsors are compensated more heavily for delivering incremental value and thus will fight harder to get that value. It's harder to sell deals like this because it's harder to explain and a confused mind generally says no, but it also creates maximal alignment if your LPs are more sophisticated as you advance in your career as a sponsor.

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  • Investor · Round Rock, TX · Member since 2010 · 8k+ posts · 4k+ votes
    6y

    In general I agree with this post.  Sponsors need to get paid for their time and LPs should want for them to feel financially stable so that they're not doing moonlighting gigs to make ends meet while they're gambling with their money.  The key is that syndications are a conflict of interest business and the manager can "hire" he or she personally to perform work that they'd normally pay a third party to do.  The issue arises if they're paying themselves in excess of what a third party would charge or if they're competent to do the job that they're getting paid to do.  Sponsors may be great at sponsoring a deal and terrible at doing maintenance, brokering, or any other function.   

    I personally don't like high fee structures in deals because it creates misalignment with LPs.  Sponsors should get paid AFTER they deliver sufficient risk-adjusted value to LPs net of perceived risk; not before.  Anything paid before should be to compensate at market rates for time delivered to the project or for services rendered for value centers the project needs.  Anything above market rates creates misalignment with LPs and should be heavily scrutinized by LPs.  

    It's harder to do with a waterfall structure, but doing a certain split up to X% IRR and another split that is more favorable up to a Y% IRR in theory creates the most alignment. Sponsors are compensated more heavily for delivering incremental value and thus will fight harder to get that value. It's harder to sell deals like this because it's harder to explain and a confused mind generally says no, but it also creates maximal alignment if your LPs are more sophisticated as you advance in your career as a sponsor.

  • Cincinnati, OH · Member since 2020 · 4k+ posts · 3k+ votes
    6y

    This is a big reason why I will immediately discount and become skeptical of offerings that show project level returns at all.  As an LP, this is of no concern to me.  I want to know what I will be making as an LP.

    And to Bryan's point, fees do not bother me, and are not the end all gauge of a good deal or bad, neither is a GP generous carry.  I will look at how much of the GPs overall return comes from fees versus carry.  The higher the portion comes from carry, the better I feel about the deal, for all the same reasons Bryan mentions: alignment of interest.

  • Lender · Ladera Ranch, CA · Member since 2014 · 1k+ posts · 1k+ votes
    6y

    @Ellie Perlman Just curious, would you mind putting out some common numbers for the different fees you mentioned? 

    acquisitions fee, an asset management fee, financing fee and a disposition fee

    My partner and I create and manages funds that invest in residential, non performing notes. We set our funds up with only the management fee and none of the others that you mentioned. We wanted to keep things simple and easy to understand. The downside for us has been waiting for everything to liquidate before getting to the bulk of our compensation but that's a positive thing when you consider incentive alignment.

    It seems like there are so many ways to structure a deal and it comes down to two things:

    1. How much do Sponsors get compensated at the beginning and during the investment versus at the end? 

    2. What LP's consider a reasonable balance for that compensation. At what point would a potential investor be turned off if the compensation is too heavily weighted at the beginning?

  • Multifamily investor · Boston, MA · Member since 2017 · 281 posts · 521 votes
    6y

    @Andy Mirza - every sponsorship is different, but for the most part, sponsors are charging 2% Acq fee, 2% Asset mgmt fee, and 0.25-1% disposition fee. There's also equity split of 30-70 after LPs are getting their preferred returns, which I am a big fan of, because I believe it shows good faith and helps with alignment of interest. From my experience, most LPs are not digging into GP compensation, because their main goal is to grow their wealth, and some have been burnt in the past by investing with sponsors that offered very low fees and a 90-10 equity split. There's a reason why fees/.equity splits are very low, and I believe that everyone should be compensated for their effort. Having said that, an equity split of 50-50 or 35-65 throughout could be a turn off for investors. 

    It sometimes take $500-$1M in hard money, payroll and softwares to get a deal, pay pre-closing and post-closing expenses, find the deal and underwrite it. Acq fee compensates for the upfront effort, and the balance can be achieved by giving LPs preferred returns, and by investing passively yourself as both the GP and the LP in the deal. 

  • Andrew HoganPro Member
    Rental Property Investor · Indianapolis, IN · Member since 2016 · 559 posts · 463 votes
    6y

    Very true @Ellie Perlman, yes it's important to read through the fees but not get stuck on them. 

    The sponsor's largest incentive by far is more often than not that equity split. 

  • Investor · Round Rock, TX · Member since 2010 · 8k+ posts · 4k+ votes
    6y

    What investors need to decide is whether or not the abnormal and asymmetric split is a signal that the sponsor is junior and having a hard time raising the funds but-for this "feature." If this is the case the risk-adjusted return should compensate for the risk. Depending on how the investor's portfolio is allocated it may be a risk that is not worth taking. In general if the return to LPs is in excess of 20% IRR it should probably be a strong indication that the sponsor lacks access to investors, is risky/inexperienced, or both.

    There ain't no such thing as a free lunch.  Risk and return are inextricably linked in even somewhat efficient markets.   Sponsors will fine less expensive capital stacks if they're available.  If they're not and they're offering a lot to investors there is a risk-adjusted reason why they are doing so.  

    Fees DO matter though.  Fees should be in line with market rates or those would also be signals that the sponsor is risky for other reasons like they have an illiquid or unstable balance sheet, payroll issues, etc.  

  • Member since 2018 · 563 posts · 562 votes
    6y

    @Ellie Perlman spoken like a true sponsor!

    Haha, but seriously I have heard all your arguments from  sponsors that I have spoken with and they are reasonable points. but their is only so much money in a given deal...so the more the sponsor can align their interests(make money) with the investors interest(make money and protect capital) the more you get away with a statement like the title of this post:

    "Why Should Passive Investors Not Focus On Fees Syndicators Charge"

    You realize that's like politicians saying "don't focus on the taxes your charged" or car salesperson saying "don't focus on the price", etc, etc

    Sorry for the rant, the title of the post really triggered me.

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